794 N.W.2d 386
Minn. Ct. App.2011Background
- MSC Concrete contracted with Amcon Block & Precast on five subcontracts to supply concrete materials totaling $33,770.22; Amcon was not paid.
- At contract inception, Michael Paul Suess was president and sole shareholder of MSC Concrete; contracts executed by MSC Concrete as a corporation.
- Projects were commercial real estate developments; project owners paid MSC Concrete, not Amcon.
- Amcon sued Suess individually alleging theft of proceeds under Minn. Stat. § 514.02, subd. 1.
- The district court granted Suess summary judgment, concluding corporate principals have no civil liability for theft of proceeds in commercial real estate improvements; Amcon appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether corporate principals are civilly liable under § 514.02, subd. la for theft of proceeds for a commercial real estate improvement. | Amcon argues corporate principals are liable under subdivision la regardless of residential vs. commercial. | Suess contends subdivision la civil liability applies only to residential improvements; commercial real estate excludes corporate principals from liability. | No civil liability for corporate principals in commercial real estate. |
Key Cases Cited
- State v. Williams, 324 N.W.2d 154 (Minn. 1982) (corporate officers may be criminally liable for their own acts)
- State v. Bren, 704 N.W.2d 170 (Minn.App. 2005) (amendment of § 514.02 clarified civil vs. criminal liability framework)
- Chicilo, 784 N.W.2d 392 (Minn.App. 2010) (addressed whether corporate president must be convicted first before civil liability under § 514.02, subd. la)
- Amaral v. Saint Cloud Hosp., 598 N.W.2d 379 (Minn. 1999) (contra, avoidance of superfluous language in statutory construction)